HomeMy WebLinkAboutItem 11 Approval of Amendment to Fire Station Alerting System Service Agreement US Digital Designs 140
ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: May 18, 2021
Item # /1
Reviewed By: i
Contact Name: Fire Chief John Miller Department Director: Joh, M
Contact Number: 407-905-3140 City Manager: Robert Fr., J -1�
Subject: Approval of Amendment to Fire Station Alerting System Service Agreement US Digital
Designs
Background Summary:
On August 6, 2019, Commission approved and authorized the Mayor to enter into a Service Agreement
with US Digital Designs (USDD) for the provision of software support and hardware maintenance for the
Phoenix G2 fire station alerting system.
Exhibit A of the Service Agreement provides a rate schedule for onsite services, which are only billed
when services are rendered. To date, no onsite services have been utilized. The contractor who
performs the services on behalf of USDD has updated their rates,, therefore USDD has submitted an.
amended Service Agreement with revised Exhibit A. There is no change to the annual Service
Agreement rate.
Issue:
Should the Mayor and City Commission approve and authorize the Mayor the enter into the amended
Service Agreement with USDD, for the provision of software support and hardware maintenance to the
fire station alerting system, including updated rates for onsite services as delineated in Exhibit A?
Recommendations:
Staff recommends the Mayor and City Commission approve and authorize the Mayor to enter into the
amended Service Agreement with revised Exhibit A.
Attachments:
• Amended Service Agreement
• Original Service Agreement
Financial Impact:
There is no financial impact caused by entering the amended Service Agreement with USDD. Funds for
the annual fees, as well as additional onsite services, have been included in the FY 2021 budget.
Type of Item: (please mark with an "x')
Public Hearing For Clerk's Dept Use:
Ordinance First Reading Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda _
X Commission Approval
Discussion& Direction
X Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney N/A
Reviewed by Finance Dept. Rebecca Roberts (5/7/21) N/A
Reviewed by () N/A
1
AMENDMENT TO SERVICE AGREEMENT
This Amendment to Service Agreement ("Amendment") is made by and between US Digital
Designs, Inc. ("USDD") and the City of Ocoee Fire Rescue Department ("Customer").
1. Recitals:
a. The parties entered into a Service Agreement on or about August 6, 2019 (the
"Service Agreement") in which USDD agreed to provide service and support for
Customer's Phoenix G2 Fire Station Alerting System.
b. The Service Agreement provides for "Onsite Support" (as defined in the Service
Agreement)to be billed in accordance with the fee schedule attached at Exhibit
A to the Service Agreement.
c. The Onsite Service rates have changed, and the parties wish to amend the
Service Agreement to reflect the new Onsite Service rates.
d. In consideration of the foregoing, and for other good and valuable consideration
the parties hereby agree to the terms of this Amendment.
2. Agreement. The parties substitute the original Exhibit A to the Service Agreement with
the attached Amended Exhibit A, and agree that all further Onsite Service shall be billed
in accordance with the Amended Exhibit A.
3. Confirmation of Terms.The parties hereby confirm all other terms of the Service
Agreement.
Ocoee Fire Rescue Department: US Digital Designs, Inc.
By See attached signature page By
Name: Dominic Magnoni,Vice President
Title:
Date: Date: May 6, 2021
SIGNATURE PAGE
US DIGITAL DESIGNS
Service Agreement
CITY OF OCOEE
By:
Rusty Johnson, Mayor
ATTEST:
Melanie Sibbitt, City Clerk
(SEAL)
APPROVED BY THE CITY OF OCOEE
COMMISSION IN A MEETING HELD ON
, 2021
UNDER AGENDA ITEM NO.
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this day of
, 2021.
SHUFFIELD, LOWMAN& WILSON, P.A.
By:
City Attorney
Amended Exhibit A
Onsite Services
Standard Service:
7:00 am to 5:00 pm Eastern time—Weekdays
Local Trip Charge: $297.00 (Trip Charge including first%2 hour of site labor)
Hourly Rate (outside of trip charge): $106 per employee
Response Time: Up to 3 hours
Mission Critical (Emergency)Services:
5:00 pm to 6:59 am Eastern Time—Weekdays; Weekends and Holidays
Hourly Rate: $209 per employee—minimum of 2 hours
Response Time: 1 hour(including telephone responses
US DIGITAL DESIGNS
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SERVICE AGREEMENT
This Service Agreement("Agreement")is made by and between US Digital Designs,_Inc.
("USDD"),with its principal place of business at 1835 East Sixth Street, Suite 27,Tempe,
Arizona 85281, and the following entity("Customer"):
City of Ocoee Fire Rescue Department
Attn: Fire Chief John Miller
150 North Lakeshore Drive
Ocoee,FL 34761
Telephone: (407) 905-3140
Email: jmiller(a�ocoee.org
1. Recitals.
a. Customer acquired the Phoenix G2 Fire Station Alerting System(the"System"as
More fully defined below)manufactured by USDD, and entered into a service
agreement with JSC Systems,Inc. ("JSC")and USDD for the provision of
software support and hardware maintenance to the System.
b. On May 17,2017,JSC and USDD agreed to mutually terminate their relationship
as it related to the sales and service of the System in Orange County,Florida
including terminating for convenience the service agreement entered into by
Customer.
c. Customer requires software maintenance and hardware repair services for its
System. USDD has agreed to assume and provide service for Customer's System
pursuant to the terms, conditions,and limitations of this Agreement.
d. It is the intention of the Customer and USDD that the provisions of this
Agreement shall supersede and control the parties' rights and obligations with
respect to the services and support to be provided.
US Digital Designs—Service Agreement Page 1 of 9..
e. In consideration of the forgoing, and for other good and valuable consideration,
the parties hereby agree to the terms set forth in this Agreement.
2. Revocation of Prior Agreements. Each party to this Agreement hereby revokes the
rights and obligations of such party to the other under Service Agreement dated June 21,2016
(as amended), and the provisions of said agreements with respect to the parties of this Agreement
are hereby null and void.
3. Definitions. For purposes of this Agreement,the following terms shall have the
following meanings:
a. "Additional Services"shall have the meaning set forth in Section 7,below;
b. "Application or App"shall mean the Phoenix G2 FSA Mobile Application for iOS
and Android mobile devices.
c. "Commencement Date"shall be May 25,2019;
d. "Hardware"means a physically tangible electro-mechanical system or sub-system
and associated documentation provided to Customer by USDD,provided
however,Hardware shall not include any televisions or monitors manufactured by
third parties;
e. "Emergency Support"means telephone access for Customer's"System
Administrator"(as defined below)to USDD's senior staff and engineers in the
event of a Mission Critical Failure.
f. "Mission Critical Failure"means a failure in the materials,workmanship or
design of the System that causes any fire station served by the System to be
incapable of receiving dispatches through all communications paths,provided
however,that any such failure caused by operator error,internet or telephony
service outages,misuse or neglect of the System or any cause outside of USDD's
direct control does not constitute a Mission Critical Failure.
g. "Services"shall have the meaning set forth in Section 3,below;
h. "Software"means software programs,including embedded software,firmware,
executable code, linkable object code, and source code,including any updates,
modifications,revisions, customization requested by Customer, copies,
documentation, and design data that are licensed to Customer by USDD;
i. "System"means all Hardware and Software purchased by Customer either
directly from USDD or authorized USDD Reseller under any contract,purchase
order, or arrangement that is used exclusively by Customer as part of its fire
station alerting system,provided however,that the term"System"specifically
US Digital Designs—Service Agreement Page 2 of 9
•
excludes any components,hardware, or software provided by third parties,
including without limitation Customer's computers,lap tops, computer
peripherals,monitors,televisions,routers, switches,operating systems,computer
programs, applications,internet and network connections, and any other parts or
items not provided to Customer directly by USDD;
j. "Term"means the period of time during which this Agreement is in effect,
including the Initial Term and all Additional Terms, as defined in Section 9,
below.
k. "USDD Holidays"shall mean: New Years Day, Good Friday,Memorial Day,
Fourth of July,Labor Day, Columbus Day,Thanksgiving Day and the following
Friday,and Christmas Day. Notwithstanding,USDD will have a least one
software engineer available for support on Good Friday and Columbus Day.
4. USDD Scope of Services. During the Term of this Agreement,USDD agrees to provide
Hardware repair service and Software updates and maintenance for the System(collectively the
"Services"). Subject to all other terms and conditions contained in the Agreement,the Services
shall include the following:
a. Technical phone support Monday through Friday from 08:00 to 17:30 MST,
excluding USDD holidays;
b. Remote access support Monday through Friday from 08:00 to 17:30 MST,
excluding USDD holidays;
c. Emergency Support, available 24 hours per day,for Customer's System
Administrator in the event of a Mission Critical Failure;
d. Updates for all System Software,as and when released by USDD;
• e. Twenty-four(24)App licenses per each ATX Station Controller that is part of the
System and covered under this Agreement. Use of the App shall be strictly
governed by the Mobile Application End User's Agreement that must be accepted
by each user at the time the software is downloaded.
f. Repair of defective or malfunctioning Hardware(not otherwise covered under the
USDD warranty applicable to the Hardware) at USDD's principal place of
business; and
g. Ground shipping for the return of repaired Hardware.
5. Onsite Services.In addition to the Services described above,USDD will arrange for the
provision of onsite services by a G2 Certified Technician to troubleshoot Hardware,perform
routine testing of the System, and uninstall and/or reinstall Hardware, as may be requested by
Customer("Onsite Services.")All Onsite Services shall be billed in accordance with the fee
US Digital Designs—Service Agreement Page 3 of 9
schedule set forth in Exhibit A attached hereto and incorporated herein by this reference.USDD
shall Invoice for the Onsite Services at the time they are requested by Customer. Payment of
such invoices shall made in accordance with the Florida Prompt Payment Act as from time to
time in effect. Onsite Services shall not include the installation of new Hardware purchased and
added to the System,nor the cost to install replacement Hardware not covered by this
Agreement.
6. Hardware Repairs. If a Hardware component requires repair and a valid claim is made
during the Term,at its option,USDD will, at its principal place of business, either(1)repair the
Hardware at no charge,using new parts or parts equivalent to new in performance and reliability
or(2)exchange the Hardware with a product that is new or equivalent to new in performance
and reliability and is at least functionally equivalent to the original Hardware. When a product
or part is exchanged,any replacement item becomes the Customer's property and the replaced
item becomes the property of USDD. Parts provided by USDD in fulfillment of the Services
must be used in the System to which this Agreement applies. Customer shall be responsible for
and bear all risks and costs of shipping any Hardware to USDD for repair. USDD shall be
responsible for and bear all risks and costs of returning any Hardware to Customer after repair or
replacement. Replacement Hardware will be returned to Customer configured as it was when the
Hardware was originally purchased, subject to applicable updates.
7. Claims. Prior to requesting Services, Customer is encouraged to review USDD's online
help resources. Thereafter,to make a valid claim hereunder, Customer must contact USDD
technical support and describe the problem or defect with specificity. The first such contact must
occur during the Term. USDD's technical support contact information can be found on USDD's
web site: http://stationalerting.com/service-suppord. Customer must use its best efforts to assist
in diagnosing defects, follow USDD's technical instructions,and fully cooperate in the
diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder.
8. Limitations. The Services specifically and expressly exclude any repair, software
installation,update, or other service that is necessitated by the Customer's misuse or neglect of
the System, damage arising from Customer's failure to follow instructions relating to the
product's use, cosmetic damage,including but not limited to scratches,dents and broken plastic
on ports, alterations or repairs to the System made by any person other than an authorized USDD
ti
representative,failure of environmental controls or improper environmental conditions,
modification to alter functionality or capability without the written permission of USDD,use
with non-USDD products, any damage caused by fire, flood,vandalism,terrorism,riot, storm,
lightning, or other acts of nature or civil unrest. Except for Onsite Services that may be
requested by Customer in accordance with Section 4 above,the Services shall not include
disassembly or re-installation of any Hardware at Customer's site. The Services shall not
include the repair of any Hardware that is determined to be obsolete or irreparable in USDD's
sole discretion. The Services shall not include repair or replacement of televisions or monitors
manufactured by third parties. Repair or replacement of such components shall be subject
exclusively to the manufacturer's warranty, if any. USDD shall not be liable to provide Services
at any time when Customer is in breach of any obligation to USDD under this Agreement or any
other contract.
US Digital Designs—Service Agreement Page 4 of 9
9. Additional Services by USDD. Except for the Services, all other acts or performances
requested or required of USDD by Customer("Additional Services")will be charged at USDD's
then current rates and will be in addition to all other fees and charges payable by Customer under
this Agreement. USDD's current rate is $250 per hour. Additional Services shall include
(without limitation) Customer's use of Emergency Support in the absence of a Mission Critical
Failure and any Services provided by USDD on a rush basis or during hours not included in the
description of the Services set forth above. Payment shall be made in accordance with the
Florida Prompt Payment Act as from time to time in effect.
10. Customer Facilitation of Services. In order to facilitate USDD's delivery of the
Services, Customer will appoint a person from its staff to consult with USDD and provide such
information, access, description, and guidance as is necessary for USDD to perform its duties
hereunder("System Administrator"). The Customer will ensure that the System Administrator is
reasonably available to USDD. USDD may rely on the direction of the System Administrator in
performing its duties hereunder, including without limitation, direction to provide Additional
Services. The Customer may replace the person serving as its System Administrator only upon
prior written notice to USDD.Without limiting the foregoing, Customer will be responsible for
the following:
a. The provision of VPN using SSH protocol for remote access to the System for
remote access support;
b. The procurement and/or provision of all computers,peripherals, and consumables
(collectively"Customer Equipment"),including printer paper,toner and ink
necessary for the operation,testing,troubleshooting, and functionality of the of
the System;
c. Any configuration and regular maintenance that is normally undertaken by the
user or operator as described in the operating manual for the Customer
Equipment,including the replacement of UPS batteries as necessary;
d. Providing a stable means of data transmission between the System Gateway and
each fire station serviced by the System necessary for the installation,testing and
functionality of the of the System; such means of data transmission may include,
but is not limited to,TCP/IP, data modems,leased lines,radios, etc;
e. The correct use of the System in accordance with USDD's operating instructions;
and
f. The security and integrity of the System.
11. Ongoing Service Term,Renewal and Termination. The initial term of this Agreement
shall begin on the Commencement Date and shall continue for one year("Initial Term"). Unless
previously terminated as set forth in this Section, Customer may renew this agreement for four
(4) additional one-year terms(each an"Additional Term")by giving written notice of
Customer's intent to renew at least 30 days prior to the expiration of the Initial Term or any
Additional Term,as the case may be, or by timely payment of the"Annual Fee"(as defined
US Digital Designs—Service Agreement Page 5 of 9
below). This Agreement may be terminated by either party by providing written notice of
termination to the other party at least 30 days prior to the expiration of the Initial Term or any
Additional Term. USDD may terminate this Agreement for any breach hereof upon 30 days
written notice. The notice shall specify the nature of the breach. If Customer fails to cure the
breach within 30 days,this Agreement shall be terminated. Upon termination of this Agreement,
all sums previously paid to USDD shall be nonrefundable.
12. Annual Fees. On or before the first day of the Initial Term and each Additional Term
(each a"Due Date"), Customer shall pay USDD an Annual Fee in advance for the Services and
to be delivered hereunder(the"Annual Fee"). The Annual Fee shall be the product of the total
cumulative sales price of all Hardware, Software, and other tangible goods or equipment
provided to Customer at any time under any circumstances ("Base Amount"), multiplied by.09.
The parties acknowledge that the Base Amount for the Initial Term is$105,086.42, and the
Annual Fee for the Initial Term shall be$9,457.78. Customer acknowledges and agrees that the
Base Amount is cumulative and will increase by the purchase price of all Software,Hardware
and Services purchased in the future. In addition, Customer agrees that the Annual Fee does not
include the cost,of Onsite Services,and that such cost is in addition to the Annual Fee. USDD
may calculate the Base Amount,determine the Annual Fee and invoice Customer therefore 45
days prior to the subject Due Date.Payment of the annual Fee shall be made in accordance with
the Florida Prompt Payment Act as from time to time in effect.Annual Fees are nonrefundable.
13. Limited Warranty. USDD warrants that the Services performed hereunder will be
carried out with due care and attention by qualified personnel. Defective Hardware subject to
repair hereunder will be repaired to good working order. TO THE EXTENT PERMITTED BY
LAW,THIS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND
IN LIEU OF ALL OTHER WARRANTIES,REMEDIES AND CONDITIONS,WHETHER
ORAL OR WRITl'EN, STATUTORY,EXPRESS OR IMPLIED. AS PERMITTED BY
APPLICABLE LAW,USDD SPECIFICALLY DISCLAIMS ANY AND ALL
STATUTORY OR IMPLIED WARRANTIES,INCLUDING,WITHOUT LINIITATION,
WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE
AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. If USDD cannot
lawfully disclaim statutory or implied warranties then to the extent permitted by law, all such
warranties shall be limited in duration to the duration of this express warranty and to repair or
replacement service as determined by USDD in its sole discretion. No reseller, agent, or
employee is authorized to make any modification, extension, or addition to this warranty. If any
term is held to be illegal or unenforceable,the legality or enforceability of the remaining terms
shall not be affected or impaired. EXCEPT AS PROVIDED IN THIS WARRANTY AND TO
THE EXTENT PERMITTED BY LAW,USDD IS NOT RESPONSIBLE FOR DIRECT,
SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY
BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY,
INCLUDING BUT NOT LIMITED TO LOSS OF USE;LOSS OF REVENUE;LOSS OF THE
USE OF MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL; LOSS OF
REPUTATION; and LOSS OF,DAMAGE TO OR CORRUPTION OF DATA. USDD IS NOT
RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED
INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF
RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA
US Digital Designs—Service Agreement Page 6 of 9
STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE
CONFIDENTIALITY OF DATA STORED ON THE PRODUCT. USDD disclaims any
representation that it will be able to repair any hardware under this warranty or make a product
exchange without risk to or loss of the programs or data stored thereon.
14. Force Majeure. Except for Customer's duty to pay sums due hereunder,neither party
will be liable for any act, omission,or failure to fulfill its.obligations under this Agreement if
such act, omission or failure arises from any cause beyond its control including acts of nature,
strikes, lockouts,riots, acts of war,acts of terrorism, epidemics, governmental action after the
date.of this Agreement,fire communication line failures,power failures, earthquakes or other
disasters. The party unable to fulfill its obligations due to Force Majeure will immediately:
a. Notify the other in writing of the reasons for its failure to fulfill its obligations and
the effect of such failure; and
b. Use all responsible endeavors to avoid or remove the cause and perform its
obligations.
15. Headings and Usage. The headings, captions, and section numbers contained herein are
provided for convenience only and are not part of the terms of this Agreement. When the
context of the words used in this Agreement indicate that such is the intent, words in the singular
shall include the plural, and vice versa, and the references to the masculine, feminine or neuter
shall be construed as the gender of the person,persons, entity or entities actually referred to
require.
16. Waiver. No failure or delay,in any one or more instances,to enforce or require strict
compliance with any term of this Agreement shall be deemed to be a waiver of such term nor
shall such failure'or delay be deemed a waiver of any other breach of any other term contained in
this Agreement.
17. Governing Law; Parties in Interest. This Agreement will be governed by and
construed according to the laws of the State of Florida without regard to conflicts of law
principles and will bind and inure to the benefit of the successors and assigns of the parties.
18. Execution in Counterparts. This Agreement may be executed in counterparts, all of
which taken together shall be deemed one original. The date of this Agreement shall be the latest
date on which any party executes this Agreement.
19. Entire Agreement. This Agreement contains the entire understanding between the
parties, and supersedes any prior understandings and agreements between or among them with
respect to the subject matter hereof. This Agreement may not be amended, altered, or changed
except by the express written agreement of the parties.
20. Joint Effort. This Agreement has been drafted through the joint efforts of the parties and
shall not be construed against any party on the basis that such party is the drafter of this
Agreement or any term thereof.
US Digital Designs—Service Agreement Page 7 of 9
21. Savings Clause. In the event any part,provision, or term of this Agreement is deemed to
be illegal or unenforceable,this Agreement shall be construed as if such unenforceable part,
provision,or term had not been included herein. Such illegal or unenforceable part,provision, or
term shall be deemed revised to the extent necessary to cure its defect and such revision and the
remainder of the Agreement shall be and remain in full force and effect.
22. Customer Representative. The undersigned representative of Customer hereby
represents and warrants that s/he has the authority to bind Customer and that the execution,
delivery and performance by Customer under this Agreement will not violate the provisions of
any law,rule,regulation or policy, and will not conflict with or result in the breach or
termination or constitute a default under any agreement or instrument to which Customer is a
party.
Ocoee Fire Rescue Department: US Digital Designs,Inc.:
By: l�L 4f!lfl/ �r' ' //t1�r' By
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Name: , ic,1.President
Its:
Date: Date: al w, 30 LC)
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US Digital Designs—Service Agreement Page 8 of 9
{
EXHIBIT A
Onsite Services
Standard Services:
7:00 am to 5:00pm Eastern Time—weekdays
Hourly Rate: $112.00 (exclusive of materials)
Minimum of 2 hours for each service call Response time: Up!,to three(3),hours
Mission Critical(Emergency) Services:
5:00 pm to 6:59 am Eastern Time—weekdays
Weekends and Holidays are considered Emergency Service hours
Hourly Rate: $185.00
Response Time: 1 hour(including telephone responses)
US Digital Designs—Service Agreement Page 9 of 9
CITY OF OCOEE SIGNATURE PAGE
FOR SERVICE AGREEMENT
US DIGITAL DESIGNS
APPROVED;
ATTEST: CITY OF OCOEE,FLORIDA
Melanie Sibbitt;City Clerk Rusty Jo , yor
✓ . „. _ _ DATE ,l
All /0,/,
(SEAL) ,L O
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE,FLORIDA - CO SSION AT , MEETING HELD
APPROVED AS TO FORM AND LEGALITY ON • ,2019
this+`'` day of UCH( ,2019 UNDE 'AGENDA ITEM NO. 7 _ .
• SHUFFIELD,LOWMAN&1 ,P.A.
Scott so ;City A,om